“**LICENSING AGREEMENT** This Licensing Agreement (“”Agreement””) is entered into on this ____ day of ________, 20____ (the “”Effective Date””), by and between ______________, a [country] [type of legal entity], with its principal place of business at _______________ (the “”Licensor””), and _______________, a [country] [type of legal entity], with its principal place of business at ________________ (the “”Licensee””). **1. DEFINITIONS** 1.1 “”Licensed Materials”” means the proprietary software, technology, or other intellectual property owned by the Licensor, as further described in Exhibit A. 1.2 “”Territory”” means the geographical area described in Exhibit B. **2. GRANT OF LICENSE** 2.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, a non-exclusive, non-transferable license to use the Licensed Materials in the Territory. **3. CONSIDERATION** 3.1 In consideration for the license granted under this Agreement, the Licensee shall pay the Licensor a royalty as set forth in Exhibit C. **4. CONFIDENTIALITY** 4.1 Each party agrees to maintain in confidence all confidential information received from the other party. **5. WARRANTIES AND REPRESENTATIONS** 5.1 The Licensor represents and warrants that it has the necessary rights to grant the license under this Agreement. **6. INDEMNIFICATION** 6.1 Each party shall indemnify, defend, and hold harmless the other party from and against any losses arising out of a breach of this Agreement. **7. LIMITATION OF LIABILITY** 7.1 Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of this Agreement. **8. TERM AND TERMINATION** 8.1 This Agreement shall commence on the Effective Date and continue for a period of ____ years, unless earlier terminated as provided herein. **9. GOVERNING LAW AND JURISDICTION** 9.1 This Agreement shall be governed by and construed under the laws of [country]. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of [city, country]. **10. DISPUTE RESOLUTION** 10.1 In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through friendly consultation. **11. ASSIGNMENT** 11.1 Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. **12. FORCE MAJEURE** 12.1 Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control. **13. ENTIRE AGREEMENT** 13.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral. **14. AMENDMENT** 14.1 This Agreement may only be amended by a written document signed by both parties. **15. WAIVER** 15.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. **16. SEVERABILITY** 16.1 If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall continue in full force and effect. **17. NOTICE** 17.1 Any notices required or permitted under this Agreement shall be in writing and delivered by certified mail, return receipt requested, or by reputable overnight courier, to the address of the other party set forth above. **18. INDEPENDENT CONTRACTORS** 18.1 The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. **19. NO THIRD-PARTY BENEFICIARIES** 19.1 This Agreement is for the sole benefit of the parties and their permitted assigns and nothing herein shall give or be construed to give any rights or remedies to any other person or entity. **20. COUNTERPARTS** 20.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the Effective Date. _____________________ ______________________ Name: Name: Title: Title: Licensor: Licensee: **EXHIBIT A** – [Description of Licensed Materials] **EXHIBIT B** – [Description of Territory] **EXHIBIT C** – [Description of Royalty Payments] Please note: This is a simplified template and may need to be customized to fit your specific needs. Always consult with a lawyer for drafting legal documents.”